This recording was made at the prestigious Rainbow Theater in London while the band was going through musical and personnel transitions. The year prior, they had added keyboardist Michael McDonald (ex-Steely Dan) and moved their West Coast rock sound more in the direction of adult pop/R&B. Of course, McDonald (who would later go on to release two successful albums of Motown covers) had a lot to do with the shifting direction as well as the band's newfound success.

For this tour, they were promoting Living on the Fault Line, which was very successful but failed to yield any major radio hits. It would also be the last album that original member Tom Johnston would make with the band until his return to the group in 1992. Johnston, who had increasingly started moving away from their new musical direction, was convinced he could have a successful solo career. He remained on the Living on the Fault Line album and tour, but he knew his days in The Doobie Brothers were numbered and therefore had a relatively laid back role.

This audience seems oblivious to the turmoil within the group. The Doobies thrilled this British crowd with a strong performance that featured many of their hits and the best material from the new album. In an effort to push the new record, several key tracks were left out including "Listen To The Music," "Jesus Is Just Alright" and "Long Train Running." Still, there remains a fair amount of the hits, including "China Groove," "Takin' It To the Streets," "It Keeps You Runnin'" and "Black Water." Other highlights include "For Someone Special," "Little Darling (I Need You)" and the title track of the new record, "Livin' On the Fault Line." They also do a killer version of the old Motown classic, "Take Me In Your Arms (Rock Me)."